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SPACs (or Blank Check IPO)

April 1, 2021

By: André Jerusalmy and Fernanda Lazzarini 

Recently, a new type of investment has gained relevance in the United States. Known by the acronym SPAC (Special Purpose Acquisition Company, or, in Portuguese, Specific Purpose Acquisition Vehicle), this modality is aimed at companies that are still in the process of listing their shares on the Stock Exchange through an IPO (initial public offering, in Portuguese), but use SPACs to raise funds at an earlier stage.

To get an idea of how SPACs have grown, in 2020 there were 248 SPAC offerings in the United States, while during the first months of 2021 296 offerings have already been carried out, which shows that this modality is rapidly expanding and tends to become increasingly common.

In Brazil, this form of investment is under discussion before the Securities and Exchange Commission, and has been informally called the “Blank Check IPO”, as the investment will basically happen as follows: The investor will contribute resources to a specific manager without knowing which company the money will be allocated to, that is, the investor gives a “blank check” to the manager, who is responsible for finding a company with potential for appreciation after the IPO.

Of course, the manager who operates in this area, who will be called the “sponsor”, must have credibility, after all, the responsibility for the investment will fall on them.

Not only advantageous for the company that will receive the investment before even going public, this modality offers advantages to investors, such as the possibility of acquiring shares in companies before they become overvalued in a possible public offering.

Although SPACs are currently concentrated in the US, Brazilian regulators are already analyzing the possibility of importing this type of investment to Brazil. Due to the ease of raising capital that SPACs have, as well as due to their high global liquidity, a credible management company will be able to attract investors to promote projects with high potential for appreciation.

If you have any questions about the topics covered in this publication, please contact any of the lawyers listed below or your usual Mazzucco&Mello contact.

Fernanda Lazzarini

+55 11 3090-9195

fernanda.lazzarini@br-mm.com

This communication, which we believe may be of interest to our customers and friends of the company, is intended for general information only. It is not a complete analysis of the matters presented and should not be considered legal advice. In some jurisdictions, this may be considered lawyer advertising. Please see the company's privacy notice for more details.

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